Terms and conditions of Appointment of Independent Directors
At the Annual General Meeting (AGM) of the Company held on 13th August 2014, the
shareholders approved the appointment of the following as Independent Directors of
the Company:
i)
ii)
iii)
iv)
v)
vi)
Dr Homiar S. Vachha
Mr. Nawshir H. Mirza
Mr. Deepak M. Satwalekar
Mr. Piyush G. Mankad
Mr. Ashok K. Basu
Ms. Vishakha V. Mulye
In accordance with the requirements of Clause 49 of the Listing Agreement, the
broad terms and conditions of their appointments as Independent Directors are
reproduced hereunder:
1. Appointment
Their appointment will be for the period from 13th August 2014 till the date as
approved by the shareholders at the AGM held on 13th August 2014 (“Term”) for
each Independent Director. The Company may disengage Independent Directors
prior to completion of the Term subject to compliance of relevant provisions of the
Companies Act, 2013 (“2013 Act”).
As Independent Directors, they will not be liable to retire by rotation.
2. Role, duties and responsibilities
A. As members of the Board, they along with the other Directors will be
collectively responsible for meeting the objectives of the Board which include:
•
•
•
Requirements under the 2013 Act,
“Responsibilities of the Board” as outlined in the Corporate Governance
requirements as prescribed by Stock Exchanges under Clause 49 of the
Listing Agreement,
Accountability under the Director’s Responsibility Statement.
B. They shall abide by the ‘Code For Independent Directors’ as outlined in
Schedule IV to section 149(8) of the 2013 Act, and duties of directors as
provided in the 2013 Act (including Section 166) and in Clause 49 of the
Listing Agreement.
C. They are particularly requested to provide guidance in their area of expertise.
3. Time Commitment
They agree to devote such time as is prudent and necessary for the proper
(1)
performance of their role, duties and responsibilities as Independent Directors.
4. Remuneration
As Independent Directors, they shall be paid sitting fees for attending the meetings
of the Board and the Committees of which they are members. The sitting fees for
attending each meeting of the Board and its Committees would be as determined by
the Board from time to time.
In addition to the sitting fees, commission that may be determined by the Board may
also be payable to them. In determining the amount of this commission, the Board
supported by the Nomination and Remuneration Committee may consider
performance of the Company and their performance as evaluated by the Board.
Further, the Company may pay or reimburse to the Director such expenditure, as
may have been incurred by them while performing their role as an Independent
Director of the Company. This could include reimbursement of expenditure incurred
by them for accommodation, travel and any out of pocket expenses for attending
Board/ Committee meetings, General Meetings, court convened meetings, meetings
with shareholders/creditors/management, site visits, induction and training
(organized by the Company for Directors) and in obtaining, subject to the expense
being reasonable, professional advice from independent advisors in the furtherance
of their duties as Independent Directors.
5. Insurance
The Company will take an appropriate Directors’ and Officers’ Liability Insurance
policy and pay the premiums for the same. It is intended to maintain such insurance
cover for the Term of their appointment, subject to the terms of such policy in force
from time to time.
6. Tata Code of Conduct
As Independent Directors of the Company, they agree to comply with the Code of
Conduct for Non-Executive Directors (NEDs).
Unless specifically authorised by the Company, they shall not disclose company and
business information to constituencies such as the media, the financial community,
employees, shareholders, agents, franchisees, dealers, distributors and importers.
Their obligation of confidentiality shall survive cessation of their respective
directorships with the Company.
The provisions of both, Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 and the Tata Code of Conduct on Prevention of
Insider Trading, prohibiting disclosure or use of unpublished price sensitive
information, would be applicable to the Independent Directors.
Additionally, they shall not participate in any business activity which might impede
(2)
the application of their independent judgment in the best interest of the Company.
All Directors are required to sign a confirmation of acceptance of the Tata Code of
Conduct for NEDs as adopted by the Board on annual basis.
7. Training and Development
The Company may, if required, conduct formal training program for its Independent
Directors.
The Company may, as may be required, support Directors to continually update their
skills and knowledge and improve their familiarity with the company and its business.
The Company will fund/arrange for training on all matters which are common to the
whole Board.
8. Performance Appraisal / Evaluation Process
As members of the Board, their performance as well as the performance of the entire
Board and its Committees will be evaluated annually. Evaluation of each director
shall be done by all the other directors. The criteria for evaluation shall be disclosed
in the Company’s Annual Report. However, the actual evaluation process shall
remain confidential and shall be a constructive mechanism to improve the
effectiveness of the Board / Committee.
9. Disclosures, other directorships and business interests
During the Term, they agree to promptly notify the Company of any change in their
directorships, and provide such other disclosures and information as may be
required under the applicable laws. They also agree that upon becoming aware of
any potential conflict of interest with their position as Independent Directors of the
Company, they shall promptly disclose the same to the Chairman and the Company
Secretary.
During their Term, they agree to promptly provide a declaration under Section 149(7)
of the 2013 Act, upon any change in circumstances which may affect their status as
an Independent Director.
10. Changes of personal details
During the Term, they shall promptly intimate the Company Secretary and the
Registrar of Companies in the prescribed manner, of any change in address or other
contact and personal details provided to the Company.
11. Disengagement
They may resign from the directorship of the Company by giving a notice in writing to
the Company stating the reasons for resignation. The resignation shall take effect
from the date on which the notice is received by the Company or the date, if any,
specified by you in the notice, whichever is later.
(3)
Their directorship on the Board of the Company shall cease in accordance with law.
The Company may disengage Independent Directors prior to completion of Term
(subject to compliance of relevant provisions of the 2013 Act) upon
•
Violation of any provision of the Tata Code of Conduct as applicable to NEDs,
•
Upon the director failing to meet the criteria for independence as envisaged in
Section 149(6) of the 2013 Act or Clause 49 of the Listing Agreement.
(4)